LIBERTY LIVING FINANCE PLC (incorporated with limited liability under the laws of England and Wales) £300,000,000 2.625 per cent. Guaranteed Bonds due 2024 and £300,000,000 3.375 per cent. Guaranteed Bonds due 2029 The issue price of (i) the £300,000,000 2.625 per cent. Guaranteed Bonds due 2024 (the “2024 Bonds”) of Liberty Living Finance PLC (the “Issuer”) is 99.343 per cent. of their principal amount and (ii) the £300,000,000 3.375 per cent. Guaranteed Bonds due 2029 (the “2029 Bonds”) of the Issuer is 99.931 per cent. of their principal amount. References to the “Bonds” in these Listing Particulars are references to each of the 2024 Bonds and the 2029 Bonds, as the case may be, and references to the “Conditions” are to the terms and conditions of each of the 2024 Bonds (set out in “Terms and Conditions of the 2024 Bonds”) and/or the 2029 Bonds (set out in “Terms and Conditions of the 2029 Bonds”), as the case may be. The Bonds will initially be fully, unconditionally and irrevocably guaranteed on a joint and several basis by certain subsidiaries of Liberty Living Holdings Inc. (the “Group Parent”) named under “Description of the Guarantors” below (each a “Guarantor”, and together the “Guarantors”). The Group Parent will not be a Guarantor of the Bonds. Unless previously redeemed or cancelled, (i) the 2024 Bonds will be redeemed at their principal amount on 28 November 2024 and (ii) the 2029 Bonds will be redeemed at their principal amount on 28 November 2029 (each, a “Maturity Date”). Subject to certain conditions, the Bonds may be redeemed at the option of the Issuer in whole but not in part at any time after the relevant Issue Date at the relevant redemption price described under Condition 6(c) (Redemption and Purchase – Redemption at the option of the Issuer). Subject to certain conditions set out Condition 6 (Redemption and Purchase), the Bonds may also be redeemed at any time upon the occurrence of certain changes affecting taxes in the United Kingdom or the British Virgin Islands. In addition, upon the occurrence of certain change of control events which result in a negative ratings action being taken by a relevant credit rating agency, each holder of the Bonds (a “Bondholder”) shall have the option to require the Issuer to redeem or, at the Issuer’s option, purchase the relevant Bonds of such Bondholder at their principal amount together with accrued interest. See further Condition 6(d) (Redemption and Purchase – Redemption at the option of Bondholders following a Change of Control). The Bonds will bear interest from 28 November 2017 (the “Issue Date”) at the rate of (i) in the case of the 2024 Bonds, 2.625 per cent. per annum and (ii) in the case of the 2029 Bonds, 3.375 per cent. per annum, in each case payable annually in arrear on 28 November of each year commencing on 28 November 2018. Payments on the Bonds will be made in pound sterling without deduction for or on account of taxes imposed or levied by the United Kingdom to the extent described under Condition 8 (Taxation). The Guarantors will unconditionally and irrevocably guarantee, jointly and severally, the due and punctual payment of all amounts at any time becoming due and payable in respect of the Bonds (the “Guarantees”). This document (the “Listing Particulars”) has been prepared for the purpose of providing disclosure information with regard to the Bonds which are to be admitted to the Official List of the Irish Stock Exchange and to trading on The Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange (the “Global Exchange Market”). The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID”). This document constitutes Listing Particulars for the purpose of listing on the Irish Stock Exchange's Official List and to trading on its Global Exchange Market. Application has been made for these Listing Particulars to be approved by the Irish Stock Exchange and for the Bonds - i- to be admitted to the Irish Stock Exchange's Official List and to trading on the Global Exchange Market. Investors should note that securities to be admitted to the Irish Stock Exchange's Official List and to trading on its Global Exchange Market will, because of their nature, normally be bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. These Listing Particulars do not constitute (i) a prospectus for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Directive 2003/71/EC (as amended) (the “Prospectus Directive”). These Listing Particulars have been prepared solely with regard to the Bonds which are (i) not to be admitted to listing or trading on any regulated market for the purposes of MiFID and (ii) not to be offered to the public in a Member State (other than pursuant to one or more of the exemptions set out in Article 3.2 of the Prospective Directive). These Listing Particulars have not been approved or reviewed by any regulator which is a competent authority under the Prospectus Directive. The Bonds and the guarantees thereof have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and the Bonds are subject to United States tax law requirements. The Bonds are being offered outside the United States by the Joint Lead Managers (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds will be in bearer form and in the denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000. The Bonds will initially be in the form of temporary global Bonds (the “Temporary Global Bonds”), without interest coupons, which will be deposited on or around 28 November 2017 (the “Closing Date”) with a common safekeeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). The Temporary Global Bonds will be exchangeable, in whole or in part, for interests in permanent global Bonds (the “Permanent Global Bonds”), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Bonds cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Bonds will be exchangeable in certain limited circumstances in whole, but not in part, for Bonds in definitive form (“Definitive Bonds”) in the denomination of £100,000 each and integral multiples of £1,000 in excess thereof, up to and including £199,000 and with interest coupons attached. See “Summary of Provisions Relating to the Bonds in Global Form”. An investment in the Bonds involves risk. Prospective investors in the Bonds are recommended to read these Listing Particulars, including the section entitled “Risk Factors” carefully. Investors should reach their own investment decision about the Bonds only after consultation with their own financial and legal advisers about the risks associated with an investment in the Bonds and the suitability of investing in the Bonds in light of the particular characteristics and terms of the Bonds in light of each investor’s particular financial circumstances. The Bonds are expected to be rated Baa2 (Stable) by Moody’s Investors Service Ltd (“Moody’s”) and BBB (Stable) by Standard & Poor’s Credit Market Services Europe Limited (“S&P”). Moody’s and S&P are established in the European Union (the “EU”) and registered under Regulation (EU) No 1060/2009, as amended (the “CRA Regulation”). Moody’s and S&P appear on the latest update of the list of registered credit rating agencies (as of 13 November 2017) on the European Securities and Markets Authority (the “ESMA”) website http://www.esma.europa.eu. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Lead Managers HSBC NATWEST MARKETS RBC CAPITAL MARKETS 24 November 2017 - ii- CONTENTS IMPORTANT NOTICES ......................................................................................................................... 1 OVERVIEW ............................................................................................................................................. 4 RISK FACTORS ...................................................................................................................................... 7 TERMS AND CONDITIONS OF THE 2024 BONDS .......................................................................... 26 TERMS AND CONDITIONS OF THE 2029 BONDS .......................................................................... 44 SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM ........................ 62 USE OF PROCEEDS ............................................................................................................................. 64 INDUSTRY OVERVIEW ...................................................................................................................... 65 DESCRIPTION OF THE GROUP ......................................................................................................... 68 GROUP STRUCTURE CHART ............................................................................................................ 78 PRESENTATION OF CERTAIN FINANCIAL INFORMATION ....................................................... 79 DESCRIPTION OF THE ISSUER ......................................................................................................... 85 DESCRIPTION OF THE GUARANTORS ........................................................................................... 86 ALTERNATIVE PERFORMANCE MEASURES ................................................................................ 90 TAXATION ........................................................................................................................................... 92 SUBSCRIPTION AND SALE ............................................................................................................... 95 GENERAL INFORMATION ................................................................................................................. 97 DEFINITIONS ....................................................................................................................................... 99 INDEX TO CONSOLIDATED FINANCIAL INFORMATION .......................................................... F1 - iii- IMPORTANT NOTICES The Issuer and each of the Guarantors accepts responsibility for the information contained in these Listing Particulars and declares that, having taken all reasonable care to ensure that such is the case, the information contained in these Listing Particulars to the best of its knowledge is in accordance with the facts and contains no omission likely to affect the import of such information. The information set out in “Description of the Group” below includes extracts from information and data, including industry and market data, released by publicly available third party sources in Europe and elsewhere. Where information in these Listing Particulars has been sourced from third parties, this information has been accurately reproduced and as far as the Issuer and the Guarantors are aware and able to ascertain from the information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where it is used. The Issuer and each of the Guarantors has confirmed to the Joint Lead Managers named under “Subscription and Sale” below (the “Joint Lead Managers”) that these Listing Particulars contain all information regarding the Issuer, the Guarantors and the Bonds which is (in the context of the issue of the Bonds) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in these Listing Particulars on the part of the Issuer or (as the case may be) any of the Guarantors are honestly held or made and are not misleading in any material respect; these Listing Particulars do not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. Neither the Issuer nor any of the Guarantors have authorised the making or provision of any representation or information regarding the Issuer, any of the Guarantors or the Bonds and the Guarantees other than as contained in these Listing Particulars or as approved for such purpose by the Issuer and the Guarantors. Any such representation or information should not be relied upon as having been authorised by the Issuer, any of the Guarantors, the Joint Lead Managers or Deutsche Trustee Company Limited (the “Trustee”). Neither the Joint Lead Managers, the Trustee nor any of their respective affiliates have authorised the whole or any part of these Listing Particulars and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in these Listing Particulars. Neither the delivery of these Listing Particulars nor the offering, sale or delivery of any Bond shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or any of the Guarantors since the date of these Listing Particulars. Neither the Joint Lead Managers nor the Trustee accept any liability in relation to the information contained in these Listing Particulars or any other information provided by the Issuer or any of the Guarantors in connection with the distribution of the Bonds. Neither these Listing Particulars nor any other information supplied in connection with the distribution of the Bonds is intended to constitute, and should not be considered as, a recommendation by any of the Issuer, any of the Guarantors, any member of the Group (as defined below), the Joint Lead Managers or the Trustee that any recipient of these Listing Particulars or any other information supplied in connection with the distribution of the Bonds should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of the information contained in these Listing Particulars and its purchase of Bonds should be based upon such investigation as it deems necessary. Neither the Joint Lead Managers nor the Trustee undertake to review the financial condition or affairs of the Issuer or any of the Guarantors during the life of the arrangements contemplated by these Listing Particulars or to advise any investor or potential investor in the Bonds of any information coming to their attention. These Listing Particulars do not constitute an offer of, or an invitation to subscribe for or purchase, any Bonds. The distribution of these Listing Particulars and the offering, sale and delivery of Bonds in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries - 1- of Bonds and on distribution of these Listing Particulars and other offering material relating to the Bonds, see “Subscription and Sale”. Unless the context otherwise requires, all references in this document to the “Group” refer to the Issuer and the Guarantors and “Holding Group” refers to the Group Parent and its subsidiaries. Each potential investor in the Bonds should determine the suitability of such investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained in these Listing Particulars; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; (iii) understand thoroughly the terms of the Bonds and the Guarantees; (iv) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the potential investor’s currency is not pound sterling; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. In particular, the Bonds and the Guarantees have not been and will not be registered under the Securities Act and the Bonds are subject to United States tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. In these Listing Particulars, unless otherwise specified, references to a “Member State” are references to a Member State of the European Economic Area, references to “£”, “pound sterling” or “Sterling” are to the lawful currency of the United Kingdom and references to “€” or “euro” are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended. Certain figures included in these Listing Particulars have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. The Holding Group uses certain adjusted figures and underlying growth rates which are not defined by generally accepted accounting principles. Adjusted figures and underlying growth rates are presented as additional performance measures used by management, as they provide relevant information in assessing the Group’s performance, position and cash flows. The Group believes that these measures enable investors to more clearly track the core operational performance of the Group, by separating out items of income or expenditure relating to acquisitions, disposals, capital items and excluding currency translation effects, while providing investors with a clear basis for assessing the Group’s ability to raise debt and invest in new business opportunities. The Group’s management uses these financial measures in evaluating the operating performance of the Group as a whole and the individual business segments. Adjusted and underlying financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with generally accepted accounting principles. Such measures may not be directly comparable to similarly reported measures by other companies. In connection with the issue of the Bonds, The Royal Bank of Scotland plc (trading as NatWest Markets) (the “Stabilising Manager”) (or persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the price of the Bonds at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily - 2- occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules. - 3- OVERVIEW This overview must be read as an introduction to these Listing Particulars and any decision to invest in the Bonds should be based on a consideration of these Listing Particulars as a whole. Words and expressions defined in the relevant “Terms and Conditions of the Bonds” below or elsewhere in these Listing Particulars have the same meanings in this overview. Issuer: Liberty Living Finance PLC Guarantors: Certain subsidiaries of the Group Parent named under “Description of the Guarantors” below Joint Lead Managers: HSBC Bank plc, RBC Europe Limited and The Royal Bank of Scotland plc (trading as NatWest Markets) Trustee: Deutsche Trustee Company Limited Principal Paying Agent: Deutsche Bank AG, London Branch Listing Agent: Arthur Cox Listing Services Limited Bonds: 2024 Bonds: £300,000,000 2.625 per cent. Guaranteed Bonds due 2024 2029 Bonds: £300,000,000 3.375 per cent. Guaranteed Bonds due 2029 Issue Price: 2024 Bonds: 99.343 per cent. of the principal amount 2029 Bonds: 99.931 per cent. of the principal amount Issue Date: 28 November 2017 Use of Proceeds: General corporate purposes including, but not limited to, repayment of indebtedness and payment of distributions. Interest: 2024 Bonds: The 2024 Bonds will bear interest from (and including) the Issue Date at a rate of 2.625 per cent. per annum payable annually in arrear on 28 November in each year commencing on 28 November 2018. 2029 Bonds: The 2029 Bonds will bear interest from (and including) the Issue Date at a rate of 3.375 per cent. per annum payable annually in arrear on 28 November in each year commencing on 28 November 2018. Status and Guarantee: The Bonds constitute direct, general and unconditional obligations of the Issuer which will at all times ranpka ri passu among themselves and at leastp ari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application . The due and punctual payment of all sums from time to time expressed to be payable by the Issuer in respect of the Bon dwsill initially be unconditionally and (subject to the provisions of Condition 2(d) (Release of Guarantors)) irrevocably guaranteed on a joint and several basis by the initial Guarantors. Each such guarantee will constitute the direct, general and unconditional obligations of the relevant Guarantor and shall at all times rank at least pari passu with all other present and future unsecured obligations of such Guarantor. See “Guarantors” above. The circumstances in which the Guarantors may be released from their obligations in relation to the Guarantee, or in which additional companies may provide a guarantee of the Bonds are set out in Conditions 2(c) ( Addition of Guarantors ) and 2(d) - 4- (Release of Guarantors). Form and Denomination: The Bonds will be issued in bearer form in the denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, each with interest coupons attached. The Bonds will initially be in the form of Temporary Global Bonds, without interest coupons, which will be deposited on or around the Closing Date with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Bonds will be exchangeable, in whole or in part, for interests in a Permanent Global Bonds, without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Bonds cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Bonds will be exchangeable in certain limited circumstances in whole, but not in part, for Bonds in definitive form in the denomination of £100,000 each and integral multiples of £1,000 in excess thereof, up to and including £199,000 and with interest coupons attached. Maturity Date: 2024 Bonds: 28 November 2024 2029 Bonds: 28 November 2029 Optional Redemption: The Issuer may, at its option, redeem or purchase, or procure that any of its Subsidiaries shall purchase, all, but not some only, of the Bonds at a redemption price per Bond equal to (a) if the Optional Redemption Date (as defined in Condition 6(c) (Redemption at the option of the Issuer)) is on or after (i) in the case of the 2024 Bonds, 28 August 2024 and (ii) in the case of the 2029 Bonds, 28 August 2029, the principal amount of the Bond; or (b) otherwise, the higher of the principal amount of the Bond and an amount calculated by reference to the then yield of (i) in the case of the 2024 Bonds, the 2.75 per cent. United Kingdom Treasury Stock due 2024 plus a margin of 0.30 per cent. and (ii) in the case of the 2029 Bonds, the 6.00 per cent. United Kingdom Treasury Stock due 2028 plus a margin of 0.35 per cent., in all cases together with accrued interest, as described under Condition 6(c) (Redemption and Purchase – Redemption at the option of the Issuer). Change of Control Put Event: Upon the occurrence of a Change of Control (as defined in Condition 6(d) (Redemption at the option of Bondholders following a Change of Control)) leading to certain contemporaneous negative ratings action being taken by any relevant credit rating agency or agencies, each Bondholder shall have the option to require the Issuer to redeem or, at the option of the Issuer, purchase the Bonds of such holder at a cash purchase price equal to the principal amount thereof plus accrued interest, as described under Condition 6(d) (Redemption and Purchase – Redemption at the option of the Issuer). Tax Redemption: In the event of certain tax changes, the Issuer may redeem the Bonds in whole, but not in part, at any time at an amount equal to their principal amount, together with unpaid interest accrued to (but excluding) the date fixed for redemption, as more fully provided in Condition 6 (Redemption and Purchase). Negative Pledge: The Bonds will have the benefit of a negative pledge as described in Condition 3 (Negative Pledge). Financial Covenants: In addition to the negative pledge described above, the Bonds - 5- will have the benefit of certain financial covenants relating to Interest Cover, Gearing and Secured Gearing as described in Condition 4 (Financial Covenants). Cross Default: The Bonds will have the benefit of a cross default provision as described in Condition 9 (Events of Default). Rating: The Bonds are expected to be rated Baa2 (Stable) by Moody’s and BBB (Stable) by S&P. Moody’s and S&P are established in the EU and registered under the CRA Regulation. Moody’s and S&P appear on the latest update of the list of registered credit rating agencies (as of 13 November 2017) on the ESMA website http://www.esma. europa.eu. Taxation: All payments of principal and interest in respect of the Bonds and the Coupons made by or on behalf of the Issuer or the Guarantors shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom, the British Virgin Islands or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event the Issuer or (as the case may be) the Guarantors shall pay such additional amounts as will result in receipt by the Bondholders and the Couponholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required. See further Condition 8 (Taxation). Governing Law: The Bonds, the Trust Deeds, the Agency Agreements and the Subscription Agreements and any non-contractual obligations arising out of or in connection with them will be governed by English law. Listing and Trading: Application has been made to the Irish Stock Exchange for the Bonds to be admitted to the Official List and trading on the Global Exchange Market. Clearing Systems: Euroclear and Clearstream, Luxembourg. Selling Restrictions: See “Subscription and Sale”. Risk Factors: Investing in the Bonds involves risks. See “Risk Factors” below. ISIN: 2024 Bonds: XS1721762596 2029 Bonds: XS1721762679 Common Code: 2024 Bonds: 172176259 2029 Bonds: 172176267 - 6- RISK FACTORS Any investment in the Bonds is subject to a number of risks. Prior to investing in the Bonds, prospective investors should carefully consider risk factors associated with any investment in the Bonds, the business of the Issuer and the Guarantors and the industries in which each of them operates together with all other information contained in these Listing Particulars, including, in particular the risk factors described below. Words and expressions defined in the Conditions below or elsewhere in these Listing Particulars have the same meanings in this section. Prospective investors should note that the risks relating to the Issuer and the Guarantors, the industries in which each of them operates and the Bonds are the risks that the Issuer and the Guarantors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Bonds. However, as the risks which the Issuer and the Guarantors face relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider, among other things, the risks and uncertainties described below. The following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Bonds and should be used as guidance only. Additional risks and uncertainties relating to the Issuer and the Guarantors that are not currently known to the Issuer and the Guarantors, or that either currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer and the Guarantors and, if any such risk should occur, the price of the Bonds may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Bonds is suitable for them in light of the information in these Listing Particulars and their personal circumstances. Risks Relating to the Issuer and the Guarantors The Issuer and certain Guarantors are reliant upon dividend and interest income being received from other members of the Group in order to satisfy their payment obligations in connection with the Bonds or the Guarantee The Issuer is a special purpose financing company within the Group with no business operations and does not own any assets (for more information, see the Group structure chart on page 78). It is therefore reliant on interest income from loans it has made to certain members of the Group in order to satisfy its payment obligations under the Bonds. Certain Guarantors that do not own properties are also reliant on dividend and interest income and/or a fee from their respective subsidiaries, or interest income from their financing and operative activities within the Group, in order to satisfy their payment obligations under the relevant Guarantee. There can be no assurance that any member of the Group will be able to make the dividend payments or interest payments that the Issuer and certain Guarantors rely on in order to satisfy their payment obligations. If they are unable to do so, this may have an adverse effect on the ability of the Issuer to satisfy its payment obligations under the Bonds and/or the Guarantors to satisfy their payment obligations under the Guarantees. The Group may not be able to maintain the occupancy rates of its residences, which may have a material adverse impact on the Group’s business, financial condition or results of operations The Group has historically had very high Core Occupancy Rates for its residences, averaging 99 per cent. during the three Financial Years ended 31 August 2017. The ability of the Group to maintain such high Core Occupancy Rates (or to maintain such high levels on economically favourable terms) may be adversely affected by a number of factors such as:  changes in government policy on Higher Education that reduce the overall numbers of students undertaking courses of study and/or reduce the disposable income of students (and therefore the amount available to be spent on accommodation), including changes to the funding of Higher Education, tuition fee increases, decreasing availability of student grants and loans, changes to immigration policy, the impact of Brexit (see below) and the impact of the United Kingdom (“UK”) government’s current policy to drive greater competition between Educational Institutions, particularly for high achieving students; - 7-